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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. __)(1)
American
International Group, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class Securities)
026874-107
(CUSIP
Number)
Howard
I. Smith
Vice
Chairman-Finance and Secretary
Telephone:
(212) 230-5050
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communication)
January
5, 2009
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
(1) This
Schedule 13D constitutes Amendment No. 14 to the Schedule 13D on behalf of C. V.
Starr & Co., Inc. Trust, dated March 20, 2007, Amendment No. 16 to the
Schedule 13D on behalf of Maurice R. and Corinne P. Greenberg Joint Tenancy
Company, LLC, dated May 26, 2006, Amendment No. 18 to the Schedule 13D on behalf
of Universal Foundation, Inc., dated February 21, 2006, Amendment No. 18 to the
Schedule 13D on behalf of The Maurice R. and Corinne P. Greenberg Family
Foundation, Inc., dated February 21, 2006, Amendment No. 20 to the Schedule 13D
on behalf of Maurice R. Greenberg, dated November 23, 2005, Amendment No. 20 to
the Schedule 13D on behalf of Edward E. Matthews, dated November 23, 2005,
Amendment No. 22 to the Schedule 13D of Starr International Company, Inc., dated
October 2, 1978, and Amendment No. 22 to the Schedule 13D for C. V. Starr &
Co., Inc., dated October 2, 1978.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Maurice
R. Greenberg
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b)
o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
PF
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
||||
|
NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE
VOTING POWER
2,487,500
|
|||
|
8
|
SHARED
VOTING POWER
58,309,137
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
2,487,500
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
58,309,137
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,796,637
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.26%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Edward
E. Matthews
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b)
o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
PF
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
||||
|
NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE
VOTING POWER
281,875
|
|||
|
8
|
SHARED
VOTING POWER
8,580,850
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
281,875
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
8,580,850
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,862,725
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.33%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Starr
International Company, Inc.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b)
o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Panama
|
||||
|
NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE
VOTING POWER
207,300,886
|
|||
|
8
|
SHARED
VOTING POWER
0
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
207,300,886
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,112,119
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
209,413,005
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.79%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
C.
V. Starr & Co., Inc.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b)o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
19,088,682
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
19,088,682
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,088,682
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.71%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Universal
Foundation, Inc.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b)
o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Panama
|
||||
|
NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE
VOTING POWER
2,112,119
|
|||
|
8
|
SHARED
VOTING POWER
0
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,112,119
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,112,119
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.08%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
The
Maurice R. and Corinne P. Greenberg Family Foundation,
Inc.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)x (b)
o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
||||
|
NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
989,308
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
989,308
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
989,308
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Maurice
R. and Corinne P. Greenberg Joint Tenancy Company, LLC
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b)
o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
||||
|
NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
25,269,689
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
25,269,689
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,269,689
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.94%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
C.
V. Starr & Co., Inc. Trust
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b)
o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
||||
|
NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
8,580,850
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
8,580,850
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,580,850
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.32%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
||||
|
Item
4.
|
Purpose
of Transaction
|
|
|
Item
4 is amended and supplemented to add the following information for
updating as of the date hereof:
Mr.
Maurice R. Greenberg, one of the Reporting Persons, has sent a letter to
the Board of Directors of the Issuer regarding the Issuer’s intention
to sell Hartford Steam Boiler to Munich Re. A copy of
the letter is attached as Exhibit 2 to this Schedule 13D/A.
Any
actions taken by the Reporting Persons may be effected at any time or from
time to time, subject to any applicable limitations imposed on the actions
by the Securities Act of 1933, as amended, state insurance regulatory laws
or other applicable laws. There can be no assurance, however,
that any Reporting Person will take any of the actions described in this
Item 4.
|
||
|
Item
5.
|
Interest
in Securities of the Issuer
|
|
|
Item
5 is amended and supplemented to add the following information for
updating as of the date hereof:
Starr
International made distributions of 598,386 shares of Common Stock on
January 2, 2009 purusant to the Starr International Company, Inc. Deferred
Compensation Profit Participation Plan.
As
of the date of the filing of this statement, the Reporting Persons may be
deemed to beneficially own in the aggregate 270,491,517 shares of Common
Stock, representing approximately 10.06% of the Issuer’s outstanding
Common Stock (based on 2,689,938,313 shares of Common Stock reported by
the Issuer as outstanding as of October 31, 2008, in the Issuer’s
Form 10-Q filed on November 10, 2008).
Starr
International has the sole power to vote and direct the disposition of
207,300,866 shares of Common Stock, of which 15,700,000 shares are held by
Starr International Investments, Ltd., a wholly owned subsidiary of Starr
International, and 191,600,886 shares are held directly by Starr
International, and the shared power to direct the disposision of 2,112,119
shares of Common Stock held by Universal Foundation.
|
||
|
Item
7
|
Material
to Be Filed as Exhibits
|
|
|
Exhibit
1
|
Joint
Filing Agreement, dated January 5, 2009, by and among Mr. Greenberg, Mr.
Matthews, Starr International, CV Starr, Universal Foundation, Greenberg
Foundation, Greenberg Joint Tenancy Company, and CV Starr
Trust.
|
|
|
Exhibit
2
|
Letter,
dated January 5, 2009, from Mr. Greenberg to the Board of Directors of the
Issuer.
|
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete, and
correct.
Dated: January
5, 2009
|
MAURICE
R. GREENBERG
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
|
EDWARD
E. MATTHEWS
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
|
STARR
INTERNATIONAL COMPANY, INC.
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
|
C.
V. STARR & CO., INC.
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
|
UNIVERSAL
FOUNDATION, INC.
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
|
THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY FOUNDATION,
INC.
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
|
MAURICE
R. AND CORINNE P. GREENBERG JOINT TENANCY COMPANY, LLC
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
|
C.
V. STARR & CO., INC. TRUST
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
Exhibit
1
JOINT
FILING AGREEMENT
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, each of the undersigned hereby
agrees to the joint filing on behalf of each of them of a statement on Schedule
13D (including amendments thereto) with respect to the Common Stock of American
International Group, Inc., and that this Agreement be included as an Exhibit to
such joint filing.
Each of the undersigned acknowledges
that each shall be responsible for the timely filing of any statement (including
amendments) on Schedule 13D, and for the completeness and accuracy of the
information concerning him or it contained herein, but shall not be responsible
for the completeness and accuracy of the information concerning the other
persons making such filings, except to the extent that he or it knows or has
reason to believe that such information is inaccurate.
Dated: January
5, 2009
|
MAURICE
R. GREENBERG
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
|
EDWARD
E. MATTHEWS
|
|
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By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
|
STARR
INTERNATIONAL COMPANY, INC.
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
|
C.
V. STARR & CO., INC.
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
|
UNIVERSAL
FOUNDATION, INC.
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
|
THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY FOUNDATION,
INC.
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
|
MAURICE
R. AND CORINNE P. GREENBERG JOINT TENANCY COMPANY, LLC
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
|
C.
V. STARR & CO., INC. TRUST
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
Exhibit
2
C.V.
STARR & Co., INC.
399 PARK
AVENUE
NEW YORK,
NY 10022
January 5, 2009
AIG Board
of Directors
70 Pine
Street
New York,
NY 10270
RE: Sale of Hartford Steam
Boiler (“HSB”)
Dear
Board Members:
The press
has reported, and AIG management has confirmed, that AIG intends to sell HSB to
Munich Re for approximately $742 million. This can only be viewed as
a distressed sale price. Indeed, Joerg Schneider, the Chief Financial
Officer of Munich Re, has been quoted as stating: “The sales price is,
considering the profitability of the acquired company, very low.” In
the circumstances, we believe that a full explanation of the sale process is
required from the board that led to approve the sale of such a major asset at
such a low value.
Among other things, we would like to
know what specifically did the board do to ensure that the company was sold for
the highest available price? For example, who were the other
interested bidders? What data was provided and to whom about the
business? Were any potential bidders omitted from the process and, if
so, why? What, if any, market checks were conducted to ensure the
highest price was received? Has the board ensured that if a higher
bidder emerges the company can accept that bid without penalty or significant
break up fee? Why has the board decided to sell at this time when the
economy remains unstable? Certainly, selling major assets at fire
sale prices is not a viable strategy for reviving the company or even repaying
the government.
continued
/
Page
2
January
5, 2009
As a
major shareholder in AIG, we believe that we and all shareholders are entitled
to prompt answers to these pressing questions to satisfy ourselves, and all
shareholders, that the board has carried out its fiduciary duties
responsibly.
We, of
course, reserve all our rights in connection with this matter.
We look
forward to hearing from you.
Regards.
Sincerely,
/s/ Maurice R.
Greenberg
MRG/mb